Exhibit 10.18
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN
EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT
IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS
PRIVATE OR CONFIDENTIAL.
Project Statement for Product [***]
This Project Statement (“Project Statement”) is entered into as of July 31, 2020 (“Project Statement Effective Date”) by and between Samsung Electronics Co., Ltd., acting through its Foundry Division, having its principal place of business at 1, Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-do, 17113, Republic of Korea (“Samsung”); and GCT Semiconductor, Inc., a company existing under the laws of the State of Delaware, USA, having its principal place of business at 2121 Ringwood Avenue San Jose, CA 95131 and GCT Research, Inc., a company existing under the laws of the Republic of Korea, having its registered office at Construction Financial Building 11F, 15, Boramae-ro 5-gil, Dongjak-gu, Seoul (07071), Korea (hereinafter collectively referred to as “Customer”).
WHEREAS, the parties entered into Master Foundry Product Development Agreement (the “Agreement”) with an Effective Date of July 31, 2020 (“Agreement”), and now desire to define Customer Specification, Product Specification, Development Services, NRE Fees, and other terms and conditions, if any, for a specific Product [***] pursuant to the terms and conditions contained in the Agreement;
NOW, THEREFORE, in consideration of the exchange of obligations herein, the parties hereby agree as follows:
1. All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement
2. Once executed by the parties, this Project Statement shall become an integral part of the Agreement and the terms of the Agreement shall be fully incorporated herein, provided that, in the event of a conflict between this Project Statement and the Agreement, the terms of this Project Statement shall prevail.
3. The parties agree to incorporate the following to the Agreement:
Exhibit A. Customer Specification
Exhibit B. Product Specification
Exhibit C. SOW
Exhibit D. Financial Terms and Other Special Terms
Exhibit E. End-Use Statement
4. This Project Statement shall become effective as of the Project Statement Effective Date and remain in effect [***].
[Signature Blocks on the Next Page]
In Witness Whereof, the parties have executed this Project Statement by their duly authorized representatives:
| Samsung Electronics Co., Ltd. | | GCT Semiconductor, Inc. |
| | | |
| By: | /s/ Jason Shin | | By: | /s/ John Schlaefer |
| Name: | Jason Shin | | Name: | John Schlaefer |
| Date: | August 14, 2020 | | Date: | July 31, 2020 |
| | | GCT Research, Inc. |
| | | |
| | | | By: | /s/ Jeong Min Kim |
| | | | Name: | Jeong Min Kim |
| | | | Date: | July 31, 2020 |
Exhibit A: Customer Specification
| Product Name | [***] |
| Product Function | 5G NR / 4G LTE-Advanced Pro Modem |
| Application Set | 5G NR / 4G LTE-Advanced Pro communication modules |
| Business Type | Sorted Wafer |
| Required Service | Design Service, Wafer Sorting, Bump |
| Hand-Off Level | Netlist Hand-Off |
| Technology | 8nm Low Power |
| Multi Vth Option | [***] |
| SRAM Type | [***] |
| # of Metal Layers | [***] |
| Operating Voltage(V) | Internal (core) | [***] |
| IO | [***] |
| Analog | [***] |
| Temperature Range('C) | Tj: -40~125C |
| ESD (V) | HBM (Human Body Model) | (Ex. 2KV / 1KV) 2KV |
| CDM (Charged Device Model) | (Ex. 500V/ 250V) 250V |
| | | | |
Exhibit B: Product Specification
| Process | [***] |
| Supply Voltage | [***] |
| Max Operating Freq. | [***] |
| Temp. Spec(Ta) | Ta : -25℃ ~ 85℃ |
| Dynamic Power | TBD |
| Static Power | TBD |
| ESD | HBM(2KV), CDM(250V) |
| Package | Sorted Wafer Biz, Flip-chip |
| Design Methodology | Hierarchical Layout |
| Cell Library | 180M G/C (w/ Soft macro, DFT) |
| SRAM | TBD Mbit |
| IPs contained in the Product | [***] |
Exhibit C: SOW
1. Customer Deliverables include the following:
| Item | Delivery Type |
| Netlist for SVP | Netlist / Documents |
| Golden Netlist | Netlist / Documents |
| Timing Constraints | Netlist / Documents |
| Test Mode Description | Netlist / Documents |
| IO & Package Specification | Netlist / Documents |
2. Samsung Deliverables include the following:
| Item | Source | Delivery Type |
8nm Low Power Plus CMOS
Process (LN08LPP) PDK | [***] | [***] | |
| LN08LPP Library | [***] | [***] | .lib/.db/.v/.lef |
| [***] | [***] | .lib/.db/.v/.lef |
| [***] | [***] | FE/Memory compiler |
| CPU | [***] | [***] | .lib/.db/.v/.lef |
| Memory Interface | [***] | [***] | .lib/.db/.v/.lef/Netlist |
| [***] | [***] | Netlist |
| PCIe | [***] | [***] | .lib/.db/.v/.lef/Netlist |
| [***] | [***] | Netlist |
| Ethernet | [***] | [***] | .lib/.db/.v/.lef/Netlist |
| [***] | [***] | Netlist |
| USB | [***] | [***] | .lib/.db/.v/.lef |
| [***] | [***] | Netlist |
| [***] | [***] | .lib/.db/.v/.lef |
| ADC | [***] | .lib/.db/.v/.lef |
| PLL | [***] | .lib/.db/.v/.lef |
| OTP | [***] | .lib/.db/.v/.lef |
| Temp Sensor | [***] | .lib/.db/.v/.lef |
3. Project Schedule/Project Results
| Phase | Task | Responsibility |
| 1 | Design Specification: Define DC and AC specifications for the device. Such specifications shall comply with applicable Samsung datasheets. | [***] |
| 2 | Design Considerations: Define a separate functional and performance vectors for simulation purposes. Review design approach for manufacturability, testability, and quality considerations. | [***] |
| 3 | Design Capture/Synthesis: Utilizing Samsung design libraries, Capture/Synthesize design. | [***] |
| 4 | Initial Physical Implementation Requirement Review: Discuss potential implementation issues such as floor planning, clock gating, clock trees requirement, power rings, logic design rules that will affect physical implementation, etc | [***] |
| 5 | Initial IP Design Review: Review IP development status and design data sheet for PLL, voltage regulator, SRAM, special I/O, etc. | [***] |
| 6 | Floor Planning and layout Exercise: Initial netlist release to Samsung for floor planning, cell placement, global routing, and RC extraction. GCT expects SDF file from Samsung to perform static timing analysis. | [***] |
| 7 | Design Verification: Perform best, worst, and nominal functional and performance simulations to verify correct functionality. | [***] |
| 8 | Final IP Design Review: Review IP development status and design data sheet for PLL, voltage regulator, SRAM, special I/O, etc. | [***] |
| 9 | 1st Design Sign-off Review: Netlist hand-off and review. | [***] |
| 10 | Physical Layout: The design will be routed using Samsung layout software. Layout statistics shall be extracted to facilitate post layout simulations. | [***] |
| 11 | Power simulation & IR drop analysis | [***] |
| 12 | Post Layout Design Verification: Perform best, worst, and nominal case functional and performance simulations in supported simulator and compare to pre-layout simulations, adjusting design if necessary. Any functional differences at the test strobe points shall be identified to GCT. Layout data shall be provided to GCT for documentation purposes, and back-annotated simulations. | [***] |
| 13 | Review post layout simulations and sign-off, also test vector hand-off for manufacturing. | [***] |
| 14 | Prototype Manufacturing: The design shall be released to manufacturing and test program development. Manufacturing will include wafer processing and probe test. | [***] |
| 15 | Process Characterization Data prior to Design Start | [***] |
| 16 | Estimated Gross and Net DPW prior to Design Start | [***] |
Exhibit D. Financial Terms and Other Special Terms
1. NRE Fees
Customer shall pay to Samsung the following NRE Fees for Development Services performed hereunder:
| Milestone | NRE Fee |
| The execution of this Project Statement | [***] |
| PG-out (GDS completion) | [***] |
| 75 days after delivery of Engineering Sample | [***] |
| Total NRE Fee | [***] |
| * | With respect to the NRE Fee above, Samsung will conduct test and bump development work and process corner validation, provide [***] Engineering Sample wafers and [***] corner sample wafers, and manufacture [***] for use in manufacturing the Product. |
Samsung may issue an applicable invoice [***], and Customer shall pay the invoiced amount to Samsung-designated bank account within [***] after the receipt of such invoice.
For clarity, if Customer desires that Samsung perform any services other than those set forth in the SOW, the parties will discuss in good faith for additional fees.
2. Additional NREs
In addition to the NRE fees set forth in Section 1 above, Customer hereby agrees to pay additional NREs in the amount [***] by making additional payments [***] for the [***] (so that the sum of such [***]) on top of the die price agreed by Customer and Samsung or distributor, as the case may be, provided that, if Customer has not purchased [***] after the planned Product first shipment date [***] Samsung may immediately invoice Customer for the remaining amount that is the difference between [***] Customer actually paid for the Products for [***] and Customer shall pay such difference to Samsung-designated bank account [***] after the receipt of such invoice.
3. Cancellation Fee
Customer may terminate this Project Statement by providing [***] written notice, in which case Customer shall be liable for a certain cancellation charge as described below (“Cancellation Fee”). For the avoidance doubt i) all NRE Fees paid up to the time of termination shall be counted towards the Cancellation Fee and ii) if NRE fees paid up to the time of termination exceed the Cancellation Fee shown in the below table, then no additional Cancellation Fee is required (for clarity, total NRE Fee referenced in the table below shall mean [***]).
| Milestone | Cancellation Fee |
| On or after Phase 2 and prior to Phase 4, which are set forth in Section 3 of Exhibit C of this Project Statement | [***] |
| On or after Phase 4 and prior to Phase 10, which are set forth in Section 3 of Exhibit C of this Project Statement | [***] |
| On or after Phase 10 and prior to Phase 14, which are set forth in Section 3 of Exhibit C of this Project Statement | [***] |
| On or after Phase 14 and prior to Phase 16, which are set forth in Section 3 of Exhibit C of this Project Statement | [***] |
| After delivery of Engineering Sample | [***] |
4. Life-Critical Application
Products are not intended or authorized for use in manufacturing or otherwise in connection with products or equipment where the failure or malfunction of the Products could reasonably be expected to result in personal injury, death or severe property or environmental damage such as anti-personnel landmines, nuclear facilities or weapons, missile technology, space applications, any control or safety device or system in automotive applications and mechanisms (including but not limited to brake or airbag systems), any control or safety device or system in aviation application and mechanisms, life support or life sustaining equipment, and surgical implantation equipment (“Life Critical Applications”). . Notwithstanding anything contrary to the limitation of liability of Customer as set forth in the Agreement, Customer shall, at its expense, defend, indemnify and hold harmless Samsung from all claims arising from using the Products in the Life Critical Applications, and/or losses incurred or arising out of or in connection with such claims.
Exhibit E. End-Use Statement
End-Use Statement
Customer certifies and agrees that Product [***] (“Item”) supplied by Samsung or distributors will NOT be:
| • | used for or in connection with a military or weapons of mass destruction(WMD) end-use, which includes but is not limited to, a military item described on the U.S. Munitions List, Wassenaar Arrangement Munitions List, or Common Military List of the European Union, or any commodity that is designed for the use, development, production or deployment of military items described on these lists; |
| • | used directly or indirectly in connection with the design, development, fabrication, testing or maintenance of nuclear weapons or components or subsystems of such a device; or, |
| • | used in connection with the design, development, production, stockpiling or use of chemical or biological weapons or precursors. |
Customer further certifies and agrees that Customer will NOT:
| • | use or transfer the Item for use in or incorporation into any goods or services in support of, any activity or transaction on behalf of or for the benefit of any person on the List of Specially Designated Nationals and Blocked Persons (the “SDN List”) published by the Office of Foreign Assets Control of the U.S. Department of Treasury (the “OFAC”) or entities owned 50% or more, individually or in the aggregate, by one or more person(s) listed in the SDN List (together with all persons on the SDN List, the “SDNs”); |
| • | use or transfer the Item for materially assisting, sponsoring, or providing financial, material, or technological support for, or goods or services in support of the Islamic Revolutionary Guard Corps or any of its officials, agents, or affiliates |
| • | enter into any financial transaction with the SDNs in connection with use, sale, or distribution of the Item. |
Customer understands that its use, sale, or distribution of the Item or any product incorporating the Item may constitute exports or re-exports, and as such, must be in accordance with the requirements of all applicable export control and sanctions laws including, without limitation, Korea Foreign Trade Act, the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, the U.S. Foreign Assets Control Regulations and other regulations administered by the OFAC (“Export Controls and Sanctions”). Customer agrees to comply with all Export Controls and Sanctions and indemnify Samsung and/or its representatives against any claim, penalty, fines, expense, or liability of any kind (including reasonable attorney’s fees) arising under Export Controls and Sanctions in connection with Customer’s export or re-export of the Item.
